ex4-1.htm


    


      DAIS-ANALYTIC
CORPORATION

      2000 INCENTIVE
COMPENSATION PLAN

       

      NON-QUALIFIED
STOCK OPTION AGREEMENT

      


      


      THIS OPTION AGREEMENT is made
as of the ___ day of _____, 200_ (the “Option Date”), between Dais Analytic
Corporation, a New York corporation (the “Company”), and __________________, a
director of the Company (the “Optionee”).

      


      WHEREAS,
the Company established the 2000 Incentive Compensation Plan (the “Plan”) to
advance the interests of the Company by attracting and retaining qualified and
competent employees, directors and consultants through encouragement of stock
ownership in the Company; and

      


      WHEREAS,
the Company desires to grant to the Optionee a nonqualified stock option to
purchase shares of the Company’s common stock, par value $.01 per share (the
“Common Stock”), pursuant to the Plan.

      


      NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration, the parties hereto have agreed,
and do hereby agree, as follows:

      


      1. Grant of
Option.  The Company hereby grants to the Optionee the right
and Option (hereinafter called the “Option”) to purchase from the Company
____________________ _________
(________) shares (the “Option Shares”) of the Common Stock of the Company, or
any part of such number, on the terms and conditions herein set
forth.  It is intended that the Option shall constitute a nonqualified
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”).

      


      2. Exercise
Price.  The exercise price of the Option Shares shall be
_________ ______________ ($______) per share, as adjusted pursuant to paragraph
9 hereof.

      


      3. Term of
Option.  The term of the Option shall be for a period of ten
(10) years from the Option Date, subject to earlier termination as hereinafter
provided.

      


      4. Exercise of
Option.  Subject to the provisions of Sections 7 and 11 hereof,
the Option may be exercised by Optionee at any time during the term specified in
Section 3 hereof.

      


      5. Restrictions on
Disposition.  All Option Shares acquired by the Optionee
pursuant to this Agreement shall be subject to the restrictions on sale,
encumbrance and other disposition provided by Federal or state
law.  As a condition precedent to receiving Option Shares upon the
exercise of this Option, the Company may require that the Optionee submit a
letter to the Company stating that the Option Shares are being acquired for
investment and not with a view to the distribution thereof.  The
Company shall not be obligated to sell or issue any shares of
Common Stock pursuant to this Agreement unless, on the date of sale and issuance
thereof, the shares of Common Stock are either registered under the Securities
Act of 1933, as amended, and all applicable state securities laws, or are exempt
from registration thereunder.  All Option Shares issued to the
Optionee pursuant to this Agreement may bear a restrictive legend summarizing
any restrictions on transferability applicable thereto, including those imposed
by Federal and state securities laws.


      
        
           


        

        
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      6. Not a Contract of
Service.  So long as the Optionee shall continue to be a
director of the Company or one or more of its subsidiaries or affiliates, the
Option shall not be affected by any change in the Optionee’s services. Nothing
in this Option Agreement shall confer upon the Optionee any right to continue in
the service or employment of the Company or of any of its subsidiaries or
affiliates, or interfere in any way with the right of the Company or any such
subsidiary or affiliate to terminate the services of the Optionee at any
time.

      


      7. Method of Exercising
Option.

      


      (a)
Subject to the terms and conditions of this Option Agreement and such
administrative regulations as may be adopted by the Compensation Committee of
the Board of Directors of the Company (the “Committee”), the Option may be
exercised by written notice to the Chief Financial Officer of the Company at the
principal office of the Company.  Such notice shall state the election
to exercise the Option and the number of Option Shares in respect of which it is
being exercised, and shall be signed by the person so exercising the
Option.  Such notice shall be accompanied by payment of the full
exercise price of such Option Shares, which payment shall be made either (i) in
cash, (ii) certified check or bank draft payable to the Company or (iii) by
delivery of shares of Common Stock of the Company with a Fair Market Value equal
to the exercise price, or by a combination of (i), (ii) and/or  (iii)
which together shall equal the exercise price.  The certificate or
certificates for the Option Shares as to which the Option shall have been so
exercised shall be registered in the name of the person so exercising the
Option, or if the Optionee so elects, in the name of the Optionee or one other
person as joint tenants, and shall be delivered as soon as practicable after the
notice shall have been received. In addition to the exercise of all or a portion
of the Option by the payment of the exercise amount as set forth above, and in
lieu of any such payment, the Optionee has the right to exercise the Option by
surrendering the Option in exchange for the number of shares of Stock equal to
the product of (x) the number of shares of Stock as to which the Option is being
exercised multiplied by (y) a fraction, the numerator of which is the current
market price of the Stock less the exercise price then in effect and the
denominator is the current market price. Current market price shall be equal to
the closing price of a share of Stock reported on NASDAQ or other principal
exchange on which the Stock is listed as of the business day immediately prior
to the day of exercise, provided that if at the time of determination the Stock
is not listed, then the current market price shall be deemed to have a value as
determined by a good faith determination of the Board of Directors of the
Company.

      


      


       


      
        
           


        

        
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      (b) For
purposes of this Agreement, “Fair Market Value” of the Common Stock on any given
date shall be determined by the Committee under the Plan as follows: (a) if the
Common Stock is listed for trading on one or more national securities exchanges,
or is traded on the automated quotation system of NASDAQ (the “NASDAQ”), the
average of the highest and lowest reported sales prices on the principal such
exchange or on NASDAQ on the date in question, or, if such Common Stock shall
not have been traded on such principal exchange on such date, the average of the
highest and lowest reported sales prices on such principal exchange or on NASDAQ
on the first day prior thereto on which such Common Stock was so traded; or (b)
if the Common Stock is not listed for trading on a national securities exchange
or on NASDAQ, as determined in good faith by the Committee, which determination
shall be final and binding on all parties.

      


      8. Withholding
Requirements.  Upon exercise of the Option by the Optionee and
prior to the delivery of Option Shares purchased pursuant to such exercise, the
Company shall have the right to require the Optionee to remit to the Company
cash or shares of Common Stock in an amount sufficient to satisfy applicable
federal and state tax withholding requirements.  The Company shall,
within two (2) business days after receiving from the Optionee notice that such
Optionee intends to exercise, or has exercised, all or a portion of the Option,
inform the Optionee as to whether it will require the Optionee to remit cash or
Common Stock for withholding taxes in accordance with the preceding
sentence.

      


      9. Adjustments.  The
number, class and price per share covered by the Option shall be adjusted by the
Committee, whose good faith determination with respect thereto shall be
conclusive, to reflect any stock dividend, common stock split, share
combination, exchange of shares, merger, consolidation, recapitalization,
separation, reorganization, liquidation or extraordinary dividend payable in
stock of a corporation other than the Company, all for the purpose of providing
dilution protection for the Common Stock, such that Optionee shall be entitled
to purchase the number of shares which Optionee would have been entitled to
receive immediately following such event had this Option been exercised in full
immediately prior to such event.

      


      10. General.  The
Company shall at all times during the term of the Option reserve and keep
available such number of shares of Common Stock as will be sufficient to satisfy
the requirements of
this Option Agreement, shall pay all original issue and transfer taxes with
respect to the issue and transfer of shares pursuant hereto and all other fees
and expenses necessarily incurred by the Company in connection therewith, and
will from time to time use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company, shall be
applicable thereto.

      


      11. Termination.  In
the event Optionee’s continuous status as an director of the Company or a
subsidiary or affiliate of the Company terminates, other than termination by the
Company for Cause, Optionee or his estate of legal representatives, as the case
may be, may exercise his Option, to the extent the Optionee shall have been
entitled to do so at the date of termination, for a period of three (3) years
following  the date of such termination, or, for a longer period of
time as may be determined by the Committee, but in no event later than the
expiration of the term of the Option, and to the extent that the Option is not
exercised within such period, the Option shall thereupon terminate and be of no
further force or effect.  In the


      
        
           


        

        
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      event
that termination is for Cause, the Option, to the extent not exercised on or
before the date of termination, shall thereupon terminate and be of no further
force or effect. For the purpose of this Agreement, “Cause” shall mean: (i) any
material breach by Optionee of any  confidentiality and/or proprietary
information agreement entered into by and between Company and Optionee; (ii)
Optionee’s willful misconduct, dishonesty or reckless disregard of his
responsibilities to Company, after Optionee has been given notice of his default
and has not cured such conduct within thirty (30) days of receiving such notice;
(iii) Optionee’s conviction or plea of nolo contender or the equivalent in
respect of either a felony or a misdemeanor involving moral turpitude but
excluding, in any event, vehicular infractions.

      


      12. Incorporation by Reference
of Plan Provisions.  Each and every one of the terms,
conditions and limitations of the Plan is hereby incorporated herein by this
reference, and all such terms, conditions and limitations supersede any
inconsistent provisions contained herein.  By accepting the grant of
the Option covered by this Agreement, the Optionee hereby expressly acknowledges
that he has received and read a copy of the Plan and that he agrees to be bound
by the terms, conditions and limitations of the Plan and this
Agreement.

      


      13. Status.  Neither
the Optionee nor the Optionee's executor, administrator, heirs or legatees shall
be or have any rights or privileges of a shareholder of the Company in respect
of the Option Shares issuable upon exercise of the Option granted hereunder
unless and until the Option is validly exercised and the Company has caused the
Optionee's name to be entered as the shareholder of record on the books of the
Company.

      


      14. Company
Authority.  The existence of the Option herein granted shall
not affect in any way the right or power of the Company or its shareholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock of the Company or
the rights thereof, or dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

      


      15. Disputes.  As
a condition of the granting of the Option herein granted, the Optionee agrees,
for the Optionee and the Optionee’s personal representatives, that any dispute
or disagreement which may arise under or as a result of or pursuant to this
Option Agreement shall be determined, in good faith, by the Committee and that
any such interpretation by the Committee of the terms of this Option Agreement
shall be final, binding and conclusive.

      


      16. Binding
Effect.  This Option Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.

      


      17. Governing
Law.  This Option Agreement is a New York contract and shall be
construed under and be governed in all respects by the laws of New York, without
giving effect to the conflict of laws principles of New York
law.


      
        
           


        

        
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      IN WITNESS
WHEREOF, the Company has caused this Option Agreement to be duly executed
by an officer hereunto duly authorized, and the Optionee has hereunto set his or
her hand, all as of the day and year first above written.

      


      


      DAIS
ANALYTIC CORPORATION

      


      


      By:
_____________________________

      


            Name:  _______________________

            Title:    _______________________

      


      


      


      OPTIONEE

      


      


      By:
_______________________________

             Signature

      


             Name:    _______________________

             Address:
_______________________

                            


      


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